FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

           /x/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2003

                                       OR

          / / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              For the transition period from _________ to _________

                         Commission File Number 0-23901

                                    GSV, INC.
           (Exact name of small business issuer as specified in its charter)

                  Delaware                             13-3979226
                  --------                             ----------
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)

                    191 Post Road West, Westport, CT           06880
                    --------------------------------           -----
               (Address of principal executive offices)      (Zip Code)

                                  (203) 221-2690
                                  --------------
                           (Issuer's telephone number)


The number of shares of the issuer's common stock, par value $.001 per
share, outstanding on August 1, 2003 was 7,140,090 shares, excluding 168,592
shares held in Treasury.

Transitional Small Business Disclosure Format (check one):  Yes ---  No -X-


                           GSV, INC. AND SUBSIDIARIES
                               INDEX TO FORM 10-QSB

                                                                          Page
PART I.  FINANCIAL INFORMATION                                           Number
                                                                         ------

Item 1.  Financial Statements:

         Consolidated Balance Sheet                                         2

         Consolidated Statements of Operations for the
         Three and Six Months Ended June 30, 2003 and 2002 (unaudited)      3

         Consolidated Statements of Cash Flows for the
         Six Months ended June 30, 2003 and 2002 (unaudited)                4

         Notes to Consolidated Financial Statements                         5

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                          7

Item 3.  Controls and Procedures                                            9

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                  10

SIGNATURES                                                                 11




PART I. FINANCIAL INFORMATION

Item 1. - Financial Statements

                           GSV, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                   June 30, 2003






         ASSETS
Current Assets:
     Cash and cash equivalents                                      $   439,852
     Prepaid expenses and other current assets                           57,132
                                                                 --------------
       Total current assets                                             496,984

Investments                                                              65,000
Option to purchase oil and gas properties                                80,210
Investments - oil & gas wells, net                                      110,706
Property and equipment, net                                             155,299
Other assets                                                             35,599
                                                                 --------------

       Total assets                                                 $   943,798
                                                                 ==============

       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                               $   144,977
     Tenant security deposit                                             27,930
     Dividends payable                                                   63,800
                                                                 --------------
       Total current liabilities                                        236,707
                                                                 --------------

       Total liabilities                                                236,707
                                                                 --------------

Stockholders' equity:
     12% Series A Preferred stock, $.001 par
       value; 636,365 shares authorized;
       363,637 shares issued and outstanding                           380,000
     Common stock, $.001 par value; 75,000,000
       shares authorized; 2,808,690 issued;
       2,640,090 outstanding                                             2,809
     Additional paid-in capital                                     38,220,679
     Treasury stock                                                   (558,998)
     Accumulated deficit                                           (37,337,399)
                                                                --------------
       Total stockholders' equity                                      707,091
                                                                --------------

       Total liabilities and stockholders' equity                  $   943,798
                                                                ==============



    The accompanying notes to the unaudited consolidated financial statements
             are an integral part of these consolidated statements.



                                        2


                           GSV, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



================================================================================
                      Three Months Ended June 30,      Six Months Ended June 30,
--------------------------------------------------------------------------------
                         2003            2002           2003             2002
                     ------------   ------------    ------------    ------------
Sublease income     $    51,637     $    39,763     $   103,275     $    90,392
Oil and gas income       14,078          45,000          41,806          45,000
                    ------------     -----------    ------------    ------------
    Total revenues       65,715          84,763         145,081         135,392

Operating expenses:
General and
  administrative        204,747         200,747         398,222         351,162
                    ------------     -----------    ------------    ------------
    Total operating
       expenses         204,747         200,747         398,222         351,162
Loss from operations
 before interest
 income                (139,032)       (115,984)       (253,141)       (215,770)
Interest income, net      1,067           5,056           1,957           9,928
                    ------------    ------------    ------------    ------------
Loss from
  operations           (137,965)       (110,928)       (251,184)       (205,842)
                    ------------    ------------    ------------    ------------
Net loss            $  (137,965)    $  (110,928)    $  (251,184)    $  (205,842)
                    ------------    ------------    ------------    ------------
Preferred stock
  dividend                  ---          24,000             ---          24,000
                    ------------    ------------    ------------    ------------
Net loss available
  to common
  stockholders      $  (137,965)    $  (134,928)    $  (251,184)    $  (229,842)
                    ============    ============    ============    ============

Basic and diluted net
  loss per common share:
 Loss per common share
 from operations    $     (0.05)    $     (0.07)    $     (0.10)    $     (0.12)
                    ============    ============    ============    ============
Weighted average common
 shares outstanding, basic
 and diluted          2,640,090       2,060,969       2,640,090       1,926,278
================================================================================


   The accompanying notes to the unaudited consolidated financial statements
             are an integral part of these consolidated statements.


                                       3


                           GSV, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                     Six Months Ended June 30,
                                                  -----------------------------
                                                      2003              2002
                                                 ------------      ------------

Cash flows from operating activities:
   Net loss                                     $   (251,184)     $   (229,842)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
     Correction of an error                          (28,789)              ---
     Depreciation                                     28,323            33,234
     Depletion                                        33,464               ---
   Increase (decrease) in cash from changes in:
     Prepaid expenses and other current assets        15,436           (67,249)
     Accounts payable                                 67,455            26,230
     Tenant security deposit                         (23,320)              ---
     Dividends payable                                   ---            24,000
                                                  -----------       -----------
  Net cash from operating activities                (158,615)         (213,627)
                                                  -----------       -----------

Cash flows from investing activities:
     Purchase of investments - oil & gas wells           ---          (550,000)
                                                  -----------       -----------
  Net cash from investing activities                     ---          (550,000)

Cash flows from financing activities:

               Net decrease in cash                 (158,615)         (763,627)

Cash and cash equivalents, beginning of period       598,467         1,312,343
                                                 ------------      ------------

Cash and cash equivalents, end of period        $    439,852      $    548,716
                                                 ============      ============


   The accompanying notes to the unaudited consolidated financial statements
             are an integral part of these consolidated statements.


                                       4


                           GSV, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Description of the Business and Basis of Presentation

    Commencing in June 2001, GSV, Inc. and Subsidiaries ("the Company") changed
the direction  of its business.  The Company's  business operations since  June
2001 include  entering into  new business  operations  through  acquisitions or
mergers  and managing  existing investments including the Company's oil and gas
assets.

    Prior  to  June  2001, the Company  had  sought  to  identify  and  develop
attractive  early stage Internet companies in exchange for equity positions  in
such companies. In connection with this activity, the Company made  investments
in Fasturn, Inc., Weema Technologies, Inc., Telephone.com, Inc., MeetChina.com,
Inc., and e-Commerce  Solutions, Inc.  The Company has since  made  substantial
write downs  of  its internet  investments to more  accurately reflect  current
market valuations, and these investments do not represent a  significant asset.
In September 2002  the Company  restructured its  investment in  Telephone.com,
Inc.  and  received $75,000  in cash  and  358,000 shares of  common  stock  of
Telephone.com, Inc. in  exchange for 600,000 shares of series A preferred stock
of Telephone.com.  The Company is presently investigating whether or  not there
are any business prospects  through which  material value  can be realized from
its internet investments.

    Effective June 1, 2002, the Company  acquired working  interests in two oil
and gas wells in the state of Louisiana pursuant to an asset purchase agreement
with Polystick U.S. Corp., a privately held New York corporation. Additionally,
the Company acquired an option, including a right of first refusal, to purchase
other oil  and gas properties  held by Polystick U.S. Corp.  The  consideration
consisted of $550,000 in cash and 850,000  shares of the Company's common stock
valued at $0.25 per share.

    Concurrent  with  the  asset  purchase  agreement,  the  Company  signed  a
management  agreement with Polystick U.S. Corp.  to assist the  Company in  the
managment of its oil and gas  working interests and the  development of new oil
and gas  activities.  The  agreement is for one year  with an annual consulting
fee of $150,000, paid in monthly installments.

    The information presented as of June 30, 2003 and for the six-month periods
ending June 30, 2003 and 2002, is unaudited, but, in the opinion of  management
of the Company, the accompanying  unaudited  consolidated  financial statements
contain  all  adjustments  (consisting  only  of  normal recurring adjustments)
which  the  Company  considers  necessary  for  the  fair  presentation of  the
Company's  financial   position  as  of  June 30,  2003,  the  results  of  its
operations for the three and six-month periods ended June 30, 2003 and 2002 and
its cash flows  for the six-month  periods ended  June 30, 2003 and  2002.  The
consolidated  financial statements included herein have been  prepared  without
audit  pursuant  to the rules  and regulations of the Securities  and  Exchange
Commission.  Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting  principles  have  been condensed  or  omitted.  These  consolidated
financial  statements should be read in conjunction with the Company's  audited
consolidated  financial  statements  and  accompanying notes for the year ended
December 31, 2002, included  in  the Company's  Annual  Report on  Form  10-KSB
as  filed with the Securities  and Exchange  Commission.  Certain prior  period
amounts have been reclassified to conform to the current period presentation.



                                        5



2. Investments

    The  Company  has  investments in  five  internet-related  companies, which
have  been accounted  for using  the cost  method.  During  the  quarter  ended
June 30, 2003,  the Company recorded  no charge  to operations  for any further
impairment of these investments.

    As described  above, the Company acquired working interests in two oil  and
gas wells  effective June 1, 2002 for $550,000 in cash and common stock  of the
Company  valued at $212,500, for  a total  investment  of $762,500.  The  asset
is depleted on a periodic basis using the units of production method. Depletion
expense for the quarter ended June 30, 2003 was $11,325.  In the fourth quarter
of 2002, the properties  exhibited a marked  decrease in the volume  of oil and
gas produced. Based upon an independent reserve study performed effective March
2003, the Company reduced the carrying amount of its oil and gas  properties by
approximately $479,000 for the year ended December 31, 2002.

3. Stockholders' Equity

    Pursuant to the terms  of the  Asset Purchase Agreement with Polystick U.S.
Corp. ("Polystick") effective  June 1, 2002, the  Company issued 850,000 shares
of  common  stock  valued at a price  of $.25 per share, the  closing  price on
May 28, 2002, to Polystick.

    See Note 5 for additional equity changes.

4. Correction of an Error

     Retained earnings at the beginning of 2003 has been restated to correct an
error in the  accrual of oil and gas  income  receivable  at December 31, 2002.
The  effect of the  restatement was to  increase  net loss for  the year  ended
December 31, 2002 by $28,789, or $0.02 per share.

5. Subsequent Events

     On July 21, 2003, the Company entered into an Agreement and Plan of Merger
(the  "Merger  Agreement")  with  Polystick,  Cybershop, L.L.C., a  New  Jersey
limited liability company  and wholly-owned  subsidiary of the Company ("Merger
Sub"),  and   Polystick  Oil  &  Gas,  Inc.,  a  Delaware   corporation  and  a
wholly-owned subsidiary of  Polystick ("POGI"), pursuant to  which, on the same
day, POGI  was  merged  into  Merger  Sub  (the "Merger") and in  consideration
thereof the  Company issued to  Polystick 4,500,000  shares of Common Stock and
1,500,000 shares of Series B Preferred Stock.

    In connection  with and as a  condition to the Merger, the Company redeemed
all of its existing outstanding  Series A Preferred Stock, par value $0.001 per
share, for $400,001, plus dividends  payable. The  Company paid $263,801 of the
redemption  price in  cash  and  $200,000 by  a full  recourse  promissory note
bearing  interest at a rate of 8% per annum  and due September 4, 2004, secured
by a lien on all of the Company's assets.

5. Net Loss Per Common Share

     Basic and  diluted net loss  per common  share is  calculated by  dividing
net  loss per  common share  after effect  of preferred stock dividends  by the
weighted average number of shares of common stock outstanding during the period
as follows:



                             For the Six Months Ended June 30,
               ----------------------------------------------------------------
                           2003                               2002
               -------------------------------   ------------------------------
                                      Per                                Per
                                      ---                                ---
                 Loss      Shares     Share       Loss       Shares      Share
               --------   --------   ------      ------      -------     ------

Loss from
 operations $  (251,184) 2,640,090  $(0.10)   $  (205,842)  1,926,278   $(0.11)
Effect of
 preferred
 stock
 dividends          ---                 ---       (24,000)               (0.01)
             ----------  --------- --------    -----------  ---------   -------

Net loss available
 for common shareholders
            $  (251,184) 2,640,090  $(0.10)   $  (229,842)  1,926,278   $(0.12)
            ============ =========  =======   ============  =========   =======




                                       6



Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations

Overview

    Commencing in June 2001, we  changed the direction  of  our  business.  The
business  operations since  June include entering into new business  operations
through  acquisitions or  mergers and  managing existing investments  including
our oil and gas assets.

    Effective June 1, 2002, the Company  acquired working  interests in two oil
and gas wells in the state of Louisiana pursuant to an asset purchase agreement
with Polystick U.S. Corp. ("Polystick"), a privately held New York corporation.
The  consideration  consisted of $550,000 in  cash  and 850,000  shares of  the
Company's common stock  valued at $0.25 per  share.  Additionally, the  Company
acquired  a one-year  option  valued  at  $80,210, including the right of first
refusal, to purchase other oil and gas properties held by Polystick.

    Concurrent  with  the  asset  purchase  agreement,  the  Company  signed  a
management  agreement  with  Polystick to assist the Company in the  management
of its  oil and gas  working interests  and the development  of new oil and gas
activities.  The  agreement is  for one  year with  an annual consulting fee of
$150,000, paid in monthly installments.

    On July 21, 2003 the Company  entered into  an Agreement and Plan of Merger
with   Polystick   U.S.   Corp.,  a   New   York   corporation   ("Polystick"),
Cybershop, L.L.C., a New  Jersey  limited  liability  company and  wholly-owned
subsidiary  of the  Company  ("Merger Sub"),  and  Polystick Oil & Gas, Inc., a
Delaware   corporation  and  wholly-owned  subsidiary  of  Polystick  ("POGI"),
pursuant to  which, on  the same  day, POGI  was  merged  into  Merger Sub (the
"Merger")  and  in  consideration  thereof  the  Company  issued  to  Polystick
4,500,000 shares of  Common Stock  and  1,500,000 shares  of Series B Preferred
Stock.

    The  sole  shareholder  of  Polystick  is RT Sagi Holding Ltd., an  Israeli
corporation ("RT Sagi").  The sole stockholder of RT Sagi and indirect owner of
Polystick is Mr. Sagi Matza.

    Each share of  Series B Preferred Stock is  convertible at  any time at the
holder's option into a number of shares of Common Stock  equal to $1.00 divided
by  the  conversion price  then in effect.  The  terms upon  which the Series B
Preferred Stock  may be  converted into  Common Stock  are  set  forth  in  the
Certificate of  Designations, Preferences  and  Rights  of Series B Convertible
Preferred Stock filed by the  Company with the Secretary of State  of the State
of  Delaware  on  July 18, 2003 (the "Certificate of Designations") a  copy  of
which  is  filed  herewith  as  Exhibit  3.5  and  is  incorporated  herein  by
reference.  The conversion price is  initially $1.00.  As of July 21, 2003, the
Convertible Preferred Stock  owned by Polystick  was convertible into 1,500,000
shares of Common Stock.

    No dividends  are payable  on the Series B Preferred Stock, except  that in
the event dividends are declared with  respect to the Common Stock, each holder
of shares  of Series B Preferred Stock  shall be  entitled to receive an amount
equal  to the amount  of dividends  that would  have been paid on the shares of
Common Stock  issuable  upon  conversion of  such  shares of Series B Preferred
Stock had  such shares of  Series B Preferred Stock  been converted into Common
Stock immediately before such dividend was declared.

    Upon  any Liquidation Event, as defined in the Certificate of Designations,
the  holders  of the  outstanding Series B Convertible Preferred Stock  will be
entitled, before  any distribution  or payment is  made to any holder of Common
Stock  or   any  other  Junior  Stock   (as   defined  in  the  Certificate  of
Designations), to be paid an amount equal to $1.00 per share plus the amount of
any declared and unpaid  dividends thereon.  If upon  any Liquidation Event the
net  assets of  the Company  distributable among  the holders  of  the Series B
Preferred  Stock  are  insufficient  to  permit  the  payment in  full  of such
preferential  amount to the  holders of the  Series B Preferred Stock, then the
entire net  assets of  the Company  to be  distributed  to the  holders  of the
Series B Preferred Stock  will be distributed  ratably among the holders of the
Series B Preferred Stock in proportion to the amounts they otherwise would have
been entitled to receive.

    The  Certificate of Designations  provides  that so  long as any  shares of
Series B Preferred Stock  are  outstanding, the Company  shall not, without the
written approval of the holders of at  least a majority of the then-outstanding
Series B Preferred Stock, increase the maximum number of directors constituting
the  Company's  board  of  directors to  more than  seven.  The  Certificate of
Designations also  provides that, so  long as  any shares of Series B Preferred
Stock  are  outstanding, the  holders  of the  Series B Preferred Stock, voting
separately as a class, shall be  entitled to  designate and  elect three of the
members  of  the  Company's  board  of  directors.   Also,  a  vacancy  in  any
directorship elected  by the holders of the  Series B Preferred Stock shall  be
filled only by vote or written consent of the holders of at least a majority of
the  then  outstanding  shares  of  Series B  Preferred  Stock.   The  Series B
Preferred Stock has no other  voting rights  except as  provided by  applicable
law.

    As a result of the Merger, the Company, through Merger Sub, has acquired an
interest in a Texas limited liability company  that is engaged  in the business
of oil and gas exploration and development in the State of Texas.

    In connection  with and as  a condition to  consummation of the Merger, the
Company redeemed all of its existing outstanding Series A Convertible Preferred
Stock,  par value $0.001 per share, for  $400,001 plus  dividends payable.  The
Company  paid $263,801  of the  redemption  price  in  cash  and $200,000  by a
promissory note secured by a lien on all of the Company's assets.

    Prior to June 2001, we had sought to identify and develop attractive  early
stage  internet  companies in exchange for equity positions in such  companies.
In connection with this activity, we made investments in  Fasturn, Inc.,  Weema
Technologies,  Inc.,  Telephone.com, Inc.,  MeetChina.com. Inc. and  e-Commerce
Solutions, Inc.  We have since made substantial write downs of our  investments
to more  accurately reflect current market valuations, and our  investments  do
not  represent a significant asset.  As of June 30, 2003, our  investments were
valued at approximately 6.9% of the total value of our assets. We are presently
investigating  as to whether  or not there are any  business prospects  through
which material value can be realized from our investments.

Off-Balance Sheet Transactions

    In June 2001, we sublet to Nekema.com  our former  offices in  Jersey City,
New Jersey through December 31, 2008.  The rent on the  sublease was guaranteed
by Lumbermens Mutual Casualty Company, d/b/a Kemper Insurance Company until May
2003.  In September 2002 Nekema ceased business operations and defaulted on the
sublease.  Kemper Insurance Company made  all  payments  of rent  due under the
sublease through May 2003.  We ceased  paying rent  beginning in  July 2003 and
are actively  negotiating a settlement with  the landlord.  If we are unable to
negotiate a settlement  with the landlord, we will remain obligated to pay rent
on the space until our lease  expires  in  December  2008.  The lease  contains
automatic  increases based  upon the consumer  price index.  Estimated  minimum
future  lease  payments,  including  such  increases,  aggregate  approximately
$983,000.


                                        7



Results of Operations

Three Months Ended June 30, 2003 compared to Three Months Ended June 30, 2002.

Revenues:  Revenues for the quarter decreased by $19,048 over the corresponding
period of the preceding year due to a decrease in the volume of production from
the oil and gas activity.

General  and  administrative:   General  and  administrative  expenses  consist
primarily   of  payroll  and  payroll  related   expenses  for  administrative,
information technology, accounting, and  management personnel, legal  fees, and
general corporate expenses.  General  and administrative  expenses increased by
by 2%, or $4,000 to $204,747 in  the second  quarter of  2003  from $200,747 in
the second  quarter of 2002.  The increase from the prior  period was primarily
attributable to  depletion of $11,325 and  an increase in legal  fees of $6,094
partially offset by a decrease in directors fees totaling $9,000 and a decrease
in consulting fees totaling $4,378.

Interest income, net: Interest income  decreased $3,989 to $1,067 in the second
quarter  of 2003  from $5,056 in  the second quarter  of 2002. The  decrease is
primarily the result  of a  decrease in average  cash and  cash equivalents, as
well as a decrease in interest rates.

Net Losses:  Loss  from operations  increased by  $27,037 from $110,928 in  the
second  quarter  of 2002, or ($0.05) per  basic  and diluted  common  share, to
$137,965 in the second quarter of 2003, or ($0.05) per basic and diluted common
share.

Six Months Ended June 30, 2003 compared to Six Months Ended June 30, 2002.

Revenues:  Revenues for the quarter increased by $9,689 over the corresponding
period of the preceding year due to an increase in sublease income offset by a
decrease in the volume of production from the oil and gas activity.

General  and  administrative:   General  and  administrative  expenses  consist
primarily   of  payroll  and  payroll  related   expenses  for  administrative,
information technology, accounting, and  management personnel, legal  fees, and
general corporate expenses.  General  and administrative  expenses increased by
by 13%, or $47,060 to $398,222 in the first six months of 2003 from $351,162 in
the first six months of 2002. The increase from the prior  period was primarily
attributable  to depletion  of  $33,464 and  an increase in  consulting fees of
$26,000, an increase in  office rent of  $11,072, and  increase  in  legal fees
of $6,946 partially offset by a decrease in directors fees totaling $15,000.

Interest income, net: Interest income  decreased $7,971 to $1,957 in  the first
six months of 2003 from $9,928 in the first six months of 2002. The decrease is
primarily the result  of a  decrease in average  cash and  cash equivalents, as
well as a decrease in interest rates.

Net Losses:  Loss  from operations  increased by  $45,342 from $205,842 in  the
second  quarter  of 2002, or ($0.11) per  basic  and diluted  common  share, to
$251,184 in the second quarter of 2003, or ($0.10) per basic and diluted common
share.  Although revenues  increased $10,000, expenses related to the Polystick
management agreement  signed in June 2001 increased $50,000 from $12,500 in the
first six months of 2002 to  $62,500 in the first six months of 2003 due to the
period of the agreement.  Additionally, no depletion  was recorded in the first
six  months of 2002, while $33,464 of  depletion was  recorded in the first six
months of 2003.

Liquidity and Capital Resources

Net cash  used  in operations  decreased by 26%, or $55,012 to $158,615 for the
six  months  ended  June 30, 2003, from  $213,627  for  the  six  months  ended
June 30, 2002, primarily  as a  result  of depletion  expense  and  lower  rent
expense. Current assets other than cash decreased 21%, or $15,436, in the first
six  months  of  2003  from  $72,568  at  December  31,  2002,  to  $57,132  at
June 30, 2003, reflecting  a  decrease  in  accounts receivable  offset  by  an
increase in prepaid insurance.

Net cash used in investing activities  during the  first six months of 2003 was
zero as  compared to $550,000 in  the same period of the  prior year due to the
purchase of oil and gas wells in 2002.

Net cash provided by financing  activities during  the first six months of 2003
was zero as  compared to zero in the same  period of the prior year.

In  connection with  and  as  a  condition  to consummation  of the Merger, the
Company redeemed all of its existing outstanding Series A Convertible Preferred
Stock, par  value $0.001 per share, for $400,001  plus dividends  payable.  The
Company  paid  $263,801 of  the  redemption  price  in cash  and $200,000  by a
promissory note  secured  by a lien  on all of the  Company's assets.  The note
bears interest at the rate of 8% per annum and matures on September 1, 2004.

We believe that our existing  capital resources will  enable us to maintain our
operations  at  existing  levels  for  at least the  next  twelve  months.  The
sufficiency of our capital resources is substantially dependent upon our future
acquisitions.  Accordingly,  it is  difficult  to  project  our  capital needs.
However, we will  evaluate potential acquisitions in terms of our then existing
capital resources and the availability of additional  debt or equity financing.
There  can be no  assurance that any  additional  financing or other sources of
capital will be available to us upon acceptable terms, if at all. The inability
to obtain  additional financing, when  needed, would  have a  material  adverse
effect on our business, financial condition and operating results.


                                        8


Forward-Looking Statements:

Some  of  the  statements in this report are  forward-looking  statements  that
involve  risks  and uncertainties.   These forward-looking  statements  include
statements   about  our  plans,  objectives,   expectations,   intentions   and
assumptions that are not statements of historical fact.  You can identify these
statements by the following words:

      - "may"
      - "will"
      - "should"
      - "estimates"
      - "plans"
      - "expects"
      - "believes"
      - "intends"

and  similar expressions.  We cannot guarantee our future results,  performance
or  achievements.  Our  actual results and the timing of corporate  events  may
differ  significantly  from the expectations  discussed in the  forward-looking
statements.  You  are  cautioned  not to place undue reliance on  any  forward-
looking  statements.  Potential  risks and uncertainties that could affect  our
future operating results include, but are not limited to, our limited operating
history,  history of losses, need to raise  additional  capital, the high  risk
nature of our business.


Item 3. Controls and Procedures

The  Company's  Chief  Executive  Officer  and  Chief  Financial Officer, after
evaluating   the  effectiveness  of  the   Company's  disclosure  controls  and
procedures  (as defined in Rules 13a-15(e)  and 15d-15(e) under  the Securities
Exchange Act of 1934, as  amended) as  of the end of the period covered by this
quarterly  report  (the  "Evaluation  Date"), has  concluded  that, as  of  the
Evaluation  Date,  the  Company's  disclosure  controls  and   procedures  were
effective to provide reasonable assurance of the timely  collection, evaluation
and disclosure of information relating to the Company that would potentially be
subject  to  disclosure under  the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.  There were no changes in
the Company's  internal control  over financial  reporting  during the  quarter
ended  June 30, 2003 that  materially  affected, or were  reasonably  likely to
materially affect, the Company's internal control over financial reporting.



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PART II.    OTHER INFORMATION

Item 2. Changes in Securities

(c)  On July 21, 2003, the Company entered into an Agreement and Plan of Merger
     with  Polystick   U.S.  Corp.,  a   New  York  corporation  ("Polystick"),
     Cybershop, L.L.C., a New Jersey limited liability company and wholly-owned
     subsidiary of the Company ("Merger Sub"), and Polystick Oil & Gas, Inc., a
     Delaware  corporation  and wholly-owned subsidiary of Polystick  ("POGI"),
     pursuant to  which, on  the same  day, POGI  was  merged  into  Merger Sub
     and in  consideration thereof  the Company  issued to  Polystick 4,500,000
     shares of Common Stock  and 1,500,000 shares of  Series B Preferred Stock.
     The  sole  stockholder of  Polystick is  RT Sagi Holding Ltd., an  Israeli
     corporation ("RT Sagi").  The sole  stockholder of  RT Sagi  and  indirect
     owner of Polystick is Mr. Sagi Matza.


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits -
     2.1   Agreement and Plan of Merger dated as of July 21, 2003, by and among
           the  Company,  Cybershop L.L.C.,  Polystick  Oil  &  Gas,  Inc.  and
           Polystick U.S. Corp. (incorporated  by  reference  to Exhibit 2.2 of
           the Company's report on Form 8-K, filed July 22, 2003).
     3.1   Certificate of Incorporation (incorporated  by  reference to Exhibit
           3.1   of   the   Company's  Registration   Statement  on  Form  S-1,
           File No. 333-42707).
     3.2   Certificate  of  Amendment  of  the  Certificate of Incorporation of
           Cybershop International, Inc. (incorporated by reference to  Exhibit
           3.2 of  the  Company's  report on  Form 10-Q for the  fiscal quarter
           ended June 30, 1999, File No. 000-23901).
     3.3   Certificate   of  Merger  of  GSV,  Inc.  into  Cybershop.com,  Inc.
           (incorporated by  reference to  Exhibit 3.5 of  the Company's report
           on   Form   10-K   for   the   year   ended   December   31,   1999,
           File No. 000-23901).
     3.4   Certificate  of  designations,  preferences  and  rights of Series A
           Convertible Preferred Stock  of GSV, Inc. (incorporated by reference
           to  Exhibit  3.1  of  the  Company's   report  on  Form  8-K,  filed
           March 6, 2001).
     3.5   Certificate  of  designations,  preferences  and  rights of Series B
           Convertible Preferred Stock  of GSV, Inc. (incorporated by reference
           to  Exhibit  4.1  of  the  Company's   report  on  Form  8-K,  filed
           July 22, 2003).
     3.6   By-Laws as currently in effect (incorporated by reference to Exhibit
           3.2   of   the   Company's  Registration   Statement  on  Form  S-1,
           File No. 333-42707).
     10.2  Stock  Redemption  Agreement  dated as of July 21, 2003, between the
           Company and Brooks Station Holdings, Inc. (incorporated by reference
           to  Exhibit  4.2  of  the  Company's   report  on  Form  8-K,  filed
           July 22, 2003).
     10.3  Form  of  promissory  note  issued  to Brooks Station Holdings, Inc.
           (incorporated by reference to Exhibit 4.3 of the Company's report on
           Form 8-K, filed July 22, 2003).
     10.4  Security  Agreement  dated  as of July 21, 2003, by  and between the
           Company and Brooks Station Holdings, Inc. (incorporated by reference
           to  Exhibit  4.4  of  the  Company's   report  on  Form  8-K,  filed
           July 22, 2003).
     31.1  Certification  pursuant  to  Rule  13a-14(a) or 15d-14(a)  under the
           Securities Exchange Act of 1934, as amended. *
     32.1  Certification  of  Chief  Executive  Officer  and  President  of the
           Company, pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to
           Section 906 of the Sarbanes-Oxley Act of 2002. *

     * Filed herewith

(b)  Reports on Form 8-K

     On April 8, 2003, we  filed a  report on Form 8-K announcing  under Item 9
     thereof the signing of a term sheet between the Company and Polystick U.S.
     Corp.  for  the  purchase  by  the  Company  of  all oil  and gas  related
     properties owned by Polystick U.S. Corp.

     On July 21, 2003, we  filed a  report on Form 8-K announcing  under Item 1
     and  Item 2  thereof a  change  in  control  due to the  completion of the
     purchase by  the Company  of all oil and gas  related properties  owned by
     Polystick U.S. Corp. ("Polystick") and the issuance of 4,500,000 shares of
     Common  Stock  and  1,500,000  shares  of  Series  B  Preferred  Stock  to
     Polystick.  The  report  also announced  under Item 5 that we redeemed all
     of the outstanding Series A Convertible Preferred Stock.



                                       10





                                  SIGNATURES

In accordance  with the requirements  of the  Exchange Act, the registrant  has
duly  caused this  report  to be  signed  on  its  behalf  by  the undersigned,
thereunto duly authorized.


Date: August 8, 2003               By: /s/ Gilad Gat

                                   Gilad Gat
                                   Chief Executive Officer and President
                                   (Principal Executive Officer)
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)




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